Business Context and Reporting Period
This Form 8-K Current Report, dated April 24, 2025, pertains to Integer Holdings Corporation (ITGR). The filing discloses a planned leadership succession and transition plan approved by the Board of Directors on April 21, 2025.
Key Financial Metrics
This filing is a current report regarding executive compensation and personnel changes. It does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. Investors should refer to the company's most recent 10-K or 10-Q for financial statements.
Material Changes
- CEO Departure: Joseph W. Dziedzic will retire as President and CEO and step down from the Board effective October 24, 2025.
- CEO Appointment: Payman Khales, currently Chief Operating Officer, has been appointed to succeed Mr. Dziedzic as President and CEO, effective October 24, 2025. Mr. Khales is also expected to be elected to the Board on that date.
- Transition Role: Mr. Dziedzic will serve as a non-executive Special Advisor from October 24, 2025, through March 31, 2026, to assist in the transition.
Guidance, Outlook, and Compensation Arrangements
The filing details specific compensatory arrangements for the departing CEO, Mr. Dziedzic, in connection with his retirement:
- Special Advisor Compensation: Mr. Dziedzic will receive a base salary equal to 100% of his annual CEO base salary rate during his Special Advisor tenure. He is not eligible for equity awards or short-term incentive compensation for fiscal year 2026.
- Equity Vesting (Retirement Treatment): Outstanding time-based Restricted Stock Units (RSUs) will vest in full. Performance-based RSUs (PRSUs) will vest on a prorated basis based on actual company performance. This treatment lowers the retirement age requirement from 59.5 to 57.
- Severance Provisions: If terminated without Cause prior to March 31, 2026, Mr. Dziedzic is entitled to a cash lump sum equal to the remaining base salary through that date, full equity treatment as if employed through March 31, 2026, and accrued benefits.
- Legal Fees: The Company will reimburse reasonable legal fees up to $25,000.
The filing does not contain updated financial guidance or management commentary on future business outlook beyond the leadership transition.
Investor Verification Checklist
- Verify the exact effective date of the CEO transition (October 24, 2025) and the duration of the Special Advisor role.
- Review the specific terms of the "Retirement Treatment" for equity awards to understand the impact on share count and dilution.
- Confirm Payman Khales' background and prior roles within Integer Holdings and the broader industrial sector.
- Check for any subsequent filings regarding the formal election of Mr. Khales to the Board of Directors.
- Review the company's most recent quarterly report for financial performance, as this 8-K contains no financial data.